Terms of Service

Piccoli & Co LLC Version 2.8 | Effective Date: April 23, 2026 Last Updated: April 23, 2026

PLEASE READ THESE TERMS CAREFULLY. These Terms of Service contain a binding individual arbitration agreement, a class-action and jury-trial waiver (Section 19), a one-year limitations period (Section 27), a limitation of liability (Section 17), a Florida governing-law and venue clause (Section 20), and comprehensive intellectual-property restrictions (Section 12) that materially affect your legal rights. By accessing or using the Site, creating an Account, placing an order, or clicking any box indicating acceptance, you agree to be bound by these Terms. If you do not agree, do not use the Site.

1. Acceptance of Terms

1.1 These Terms of Service (“Terms”) constitute a legally binding agreement between you (“you,” “your,” or “Customer”) and Piccoli & Co LLC, a Florida limited liability company (“Piccoli & Co,” “we,” “us,” or “our”), governing your access to and use of shoppiccoliandco.com and any related subdomains, mobile interfaces, storefronts on third-party platforms operated by Piccoli & Co, and related services (collectively, the “Site”).

1.2 You manifest assent to these Terms by taking any of the following actions (each an “Acceptance Event”): (a) clicking any box, button, or control labeled “I agree,” “Place Order,” “Sign Up,” “Create Account,” “Subscribe,” or any substantially similar control presented in proximity to a link or reference to these Terms; (b) creating an Account; (c) placing an order; or (d) continuing to use the Site after notice of these Terms has been presented. Each Acceptance Event constitutes an affirmative, individual act of assent that is intended to be legally binding. We maintain records of Acceptance Events (including timestamp, IP address, Account identifier where applicable, and the version of the Terms in effect) as evidence of your agreement.

1.3 These Terms incorporate by reference our Privacy Policy, Shipping Policy, Return & Store Credit Policy, Pre-Order Policy, and any other policy expressly linked from the Site or from these Terms. In the event of a conflict between these Terms and a referenced policy, these Terms control unless the referenced policy expressly states otherwise.

2. Definitions

“Account” means the registered user profile you create on the Site.

“Content” means all text, images, graphics, photographs, video, audio, designs, illustrations, patterns, trademarks, logos, product descriptions, and other materials on the Site or distributed by Piccoli & Co through any channel.

“Customer” means any person or entity who places, or attempts to place, an order through the Site.

“Products” means the goods offered for sale on the Site.

“Store Credit” means non-cash credit issued by Piccoli & Co for use exclusively on shoppiccoliandco.com.

“User Content” means any content you submit, post, upload, or transmit through the Site or through any Piccoli & Co-controlled channel (including reviews, ratings, comments, photographs, videos, questions, and messages).

“Visual Content” means all photographs, videos, imagery, renderings, mood boards, lifestyle, campaign, editorial, behind-the-scenes, user-generated-reposted, and other visual material published or distributed by Piccoli & Co, whether on the Site, on social-media accounts operated by Piccoli & Co, in email, in print, or through any other medium.

3. Eligibility

3.1 You must be at least 18 years of age (or the age of majority in your state, province, or jurisdiction of residence, whichever is greater) and capable of forming a binding contract under applicable law. By using the Site or placing an order, you represent and warrant that you meet these requirements. Persons under the applicable age of majority may use the Site only with the involvement and prior consent of a parent or legal guardian who assumes full legal and financial responsibility for such use, including for any order placed.

3.2 The Site is not directed to, and is not intended for use by, children under thirteen (13). We do not knowingly collect personal information from children under 13. See Section 23.

3.3 You represent and warrant that (a) you are not located in, organized under the laws of, a national of, or ordinarily resident in any country or region subject to comprehensive U.S. sanctions (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, Luhansk, Zaporizhzhia, and Kherson regions, as applicable); (b) you are not listed on any U.S. government list of prohibited or restricted parties (including the OFAC Specially Designated Nationals List and the U.S. Commerce Department’s Denied Persons List); and (c) you will not use the Site, the Products, or any Content in violation of U.S. export-control, sanctions, or anti-money-laundering laws.

4. Account Registration and Security

4.1 You may be required to create an Account to access certain features. You agree to provide accurate, current, and complete information and to keep it updated. You are solely responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your Account, whether or not authorized by you. You must notify us immediately at hello@shoppiccoliandco.com of any actual or suspected unauthorized use of your Account.

4.2 You may not share, sell, lease, or transfer your Account, and you may not use another person’s Account without their express, written authorization and our prior written consent. You may not create an Account using false, misleading, or another person’s information.

4.3 We reserve the right, in our sole discretion, to suspend, deactivate, or terminate any Account at any time, with or without notice or cause, including for suspected fraud, violation of these Terms, chargeback activity, abuse of the return policy, inactivity, or for any business or legal reason. We are not liable for any loss, claim, or damage resulting from the suspension, deactivation, or termination of an Account.

5. Products, Descriptions, Availability, and Discontinuation

5.1 Descriptions and Displays. We make reasonable efforts to display Products accurately, but we do not warrant that Product descriptions, photographs, colors, sizing, measurements, fiber content, country of origin, or other content are accurate, complete, reliable, current, or error-free. Computer monitors and mobile displays may render colors and textures differently from the actual Products. Slight variations in handmade, hand-finished, embroidered, smocked, or natural-fiber items are inherent to the artisanal process and do not constitute defects.

5.2 Availability and Order Refusal. All Products are offered subject to availability. We reserve the right, without prior notice and to the fullest extent permitted by law, to (a) limit quantities, (b) refuse, decline, or cancel orders in whole or in part, (c) discontinue Products at any time, and (d) correct errors or omissions in pricing, descriptions, imagery, or availability, even after an order has been submitted, confirmed, charged, or partially shipped.

5.3 Discontinuation. We may discontinue, modify, redesign, reformulate, or change any Product at any time, without notice and without liability to you, even if you have previously purchased or placed an order for that Product. No Product listing constitutes a binding offer to continue making that Product available.

6. Orders, Acceptance, Quantity Limits, Fraud Screening, and Refusal of Service

6.1 Order Acceptance and No Customer Cancellation

Your submission of an order constitutes an offer by you to purchase the Products at the prices and on the terms then in effect. No order is binding on Piccoli & Co until we transmit a shipment confirmation to you. A payment authorization, order-receipt acknowledgement, or charge to your payment method does not constitute acceptance. Once submitted by the Customer, an order may not be cancelled or modified by the Customer for any reason. All post-purchase remedies are limited to those expressly set forth in Section 9 (Returns and Store Credit) and Section 10 (Pre-Orders). If Piccoli & Co cancels an order, the Customer’s sole and exclusive remedy is, at Piccoli & Co’s election, a refund of the amount charged to the original payment method or Store Credit of equal value.

6.2 Quantity and Purchase Limits

We reserve the right, in our sole discretion, to limit the quantities of any Product purchased per person, per household, per Account, per payment method, per shipping address, per IP address, or per order, and to prohibit sales to resellers, distributors, commercial buyers, or any other Customer reasonably suspected of reselling. We may cancel any portion of an order that exceeds such limits without notice.

6.3 Fraud Screening and Order Verification

All orders are subject to fraud screening and payment verification, which may include manual review, use of third-party fraud-detection services, and comparison against internal and industry watchlists. We may delay, hold, or cancel any order pending verification of identity, address, payment method, or order legitimacy. We may request additional information or documentation from Customers at any time (including government-issued identification, proof of address, or proof of payment-method ownership) and may cancel orders where requested information is not provided within a reasonable period.

6.4 Refusal of Service

To the fullest extent permitted by law, we reserve the right to refuse service, terminate Accounts, remove or edit Content, cancel orders, and decline future orders at our sole discretion, for any reason or no reason, at any time, with or without notice. Refusal of service decisions shall not be made on the basis of any characteristic protected under applicable federal, state, or local anti-discrimination law.

7. Pricing, Payment, Taxes, and Duties

7.1 Currency and Prices. All prices listed on the Site are in U.S. dollars (USD) unless otherwise expressly stated and are exclusive of applicable sales tax, value-added tax (VAT), goods-and-services tax (GST), customs duties, import fees, and similar charges. Applicable sales tax is calculated at checkout based on the destination shipping address and is collected only where Piccoli & Co is required to do so under applicable law.

7.2 International Duties and Taxes. International import duties, VAT, GST, customs fees, brokerage charges, and similar charges are mandatory, are in addition to the purchase price and any shipping charge, are imposed by the destination country, are the sole responsibility of the Customer, and (unless expressly stated as “DDP” or “prepaid” at checkout). These are not collected or prepaid by Piccoli & Co. Such charges are non-refundable under any circumstances, including in the event of return, refusal, non-collection, or non-delivery of the shipment.

7.3 Pricing Errors. Prices, promotions, and availability are subject to change without notice. In the event of a pricing error, typographical error, or other inaccuracy, we reserve the right, in our sole discretion, to cancel any order placed at the incorrect price, whether or not the order has been confirmed and your payment method charged, and to refund the charged amount as the sole remedy.

7.4 Payment Authorization. By submitting payment information, you represent and warrant that (a) you are the lawful holder of, or are authorized to use, the designated payment method, (b) you authorize Piccoli & Co (or our third-party payment processor) to charge the full amount (including taxes and shipping) to that payment method, and (c) the information you provide is true, accurate, and complete. If your payment is declined, reversed, charged back without merit, or the subject of an unauthorized-use claim, we may suspend or cancel your order, charge applicable collection fees, report the matter to fraud-prevention networks and law enforcement where permitted, and pursue any legal remedy available.

7.5 Payment Processors. Payment card information is transmitted using industry-standard encryption through third-party payment processors (which may include Shopify Payments, Stripe, PayPal, or similar providers). We do not store full payment card numbers, card verification values (CVV/CVC), or similar sensitive payment credentials on our systems. Piccoli & Co is not responsible for the acts, omissions, security practices, or systems of any third-party payment processor, and your use of any payment method is subject to the terms and privacy policies of the applicable processor.

8. Shipping, Title, Risk of Loss, and Delivery

8.1 Shipping Estimates

All shipping and delivery dates are good-faith estimates, not guarantees. We are not liable for any delay caused by carriers, customs authorities, weather, strikes, force majeure events, or any other circumstance beyond our reasonable control.

8.2 Title and Risk of Loss (F.O.B. Origin)

Title to Products and risk of loss pass to you upon Piccoli & Co’s tender of the Products to the carrier (F.O.B. origin). From that point forward, any loss, damage, theft, or non-delivery is the Customer’s risk, and claims must be filed directly with the carrier.

8.3 Address Accuracy

Customers are solely responsible for providing accurate, complete, and current shipping information. We are not responsible for orders delayed, misdelivered, returned, or lost as a result of incorrect, incomplete, or outdated shipping information provided by the Customer. Address changes cannot be guaranteed once an order has been submitted and may be refused.

8.4 Package Delivery, Theft, and Loss After Delivery

Piccoli & Co is not responsible for Products that are stolen, lost, damaged, tampered with, or misplaced after the carrier reports delivery. A “delivered” scan, GPS confirmation, photo confirmation, or status update from the carrier shall constitute conclusive evidence of delivery for purposes of these Terms, absent clear and convincing evidence to the contrary.

8.5 International Shipments, Duties, and Customs

International orders are subject to import duties, customs fees, VAT/GST, and other charges imposed by the destination country. These charges are mandatory, are in addition to the purchase price and any shipping charge, are the sole responsibility of the Customer, and are not collected or prepaid by Piccoli & Co unless expressly marked “DDP” at checkout. Such charges are non-refundable under any circumstances, including in the event of return, refusal, non-collection, or non-delivery.

8.6 Carrier and Method Selection

Piccoli & Co reserves the right to select the carrier, shipping method, service level, and routing for any order, even where a specific service level has been displayed at checkout, provided that any substituted method is of substantially equivalent or better service level.

9. Returns, Exchanges, and Store Credit

All sales are final unless a Product is expressly eligible for return under this Section 9. Once an order has been placed by the Customer, it cannot be cancelled or modified. By completing checkout, the Customer expressly acknowledges and agrees to this Section 9 in its entirety, including the Store-Credit-only remedy and the final-sale designations below.

9.1 Store Credit Only; No Cash Refunds

Piccoli & Co does not issue cash refunds to the original payment method. All approved returns are reimbursed exclusively in the form of Store Credit. Store Credit has no cash value, is non-transferable, may not be assigned or resold, may not be redeemed for cash, and may be redeemed only on shoppiccoliandco.com toward the purchase price of eligible Products.

Store Credit expires six (6) months from the date of issuance. Customers may submit a written request to extend the expiration period by emailing hello@shoppiccoliandco.com before the credit expires. Extensions are granted at Piccoli & Co’s sole discretion, are not guaranteed, and may be denied without cause or explanation. Unused Store Credit is forfeited upon expiration and is not refundable, reissuable, or extendable, except where applicable state unclaimed-property or gift-card escheat law requires otherwise, in which case Piccoli & Co will comply to the minimum extent legally required.

9.2 Return Window and Authorization

Return or exchange requests must be initiated within five (5) calendar days of the delivery date reported by the carrier’s tracking. To initiate a return, the Customer must email hello@shoppiccoliandco.com with the order number, a description of the reason for return, and any requested photographs. A return address will be provided by Piccoli & Co upon approval. The Customer must ship the return within five (5) calendar days of an order marked as delivered.

Returns initiated after the 5-day window, and returns shipped to an address other than the RMA-designated address will not be accepted. Such parcels will, at Piccoli & Co’s sole discretion, be (a) returned to the Customer at the Customer’s expense, (b) held for pickup at the Customer’s expense, or (c) after thirty (30) days of unclaimed status, destroyed or donated, in each case with no Store Credit issued.

9.3 Final Sale Items

The following Products are final sale and are not eligible for return, exchange, Store Credit, refund, or price adjustment for any reason, including sizing, fit, color perception, or change of mind:

1.        Any Product discounted twenty percent (20%) or more from its regular price, and all sale, clearance, outlet, markdown, and promotional items regardless of discount amount;

2.        Customized, personalized, monogrammed, embroidered, engraved, altered, or made-to-order items (slight variations are inherent to the artisanal process and are not defects);

3.        Baptism, christening, and similar ceremonial garments, due to their specialized and personal nature;

4.        Seasonal and limited-collection items, including holiday collections (Christmas, Easter, and similar), which are produced in limited quantities and reserved specifically for each Customer at the time of purchase;

5.        Swimwear and intimate apparel, for reasons of hygiene and sanitation, whether or not discounted;

6.        Pre-order and back-order items (which, once placed, cannot be cancelled, returned, or exchanged);

7.        Gift cards, Store Credit, and loyalty rewards;

8.        Items purchased in whole or in part using Store Credit, gift cards, or loyalty rewards;

9.        Any Product marked “final sale,” “non-returnable,” or with similar designation at the time of purchase;

10.    Products shipped to a destination outside the United States where return would require an international re-import with duties payable.

By completing checkout, the Customer expressly acknowledges and agrees to the final-sale status of these items and waives any right to cancel, return, or exchange them, except where such waiver is invalid under mandatory consumer-protection law.

9.4 Condition Requirements

To be eligible for Store Credit, returned Products must be received by Piccoli & Co in perfect condition. “Perfect condition” means:

1.        Zero signs of wear, use, or handling beyond a reasonable try-on;

2.        All original tags, hangtags, labels, packaging, dust bags, boxes, ribbons, tissue, and accessories attached and intact;

3.        Unwashed and unlaundered;

4.        Unaltered, untailored, and undamaged;

5.        Free of stains, marks, pilling, pulls, odors (including perfume, smoke, cooking odors, detergent, or body odor), cosmetics, makeup, pet hair, and any other contamination.

Any Product failing to meet these requirements is ineligible for Store Credit and will, at Piccoli & Co’s sole discretion, be either returned to the Customer at the Customer’s expense or destroyed, with no Store Credit, refund, or other compensation issued.

9.5 Inspection and Sole Determination

All returns are subject to inspection by Piccoli & Co upon receipt. Piccoli & Co’s determination of Product condition, eligibility, and compliance with this Section 9 is final and binding, subject only to the dispute-resolution provisions of Section 19.

9.6 Processing Window

Store Credit will ordinarily be issued within ten (10) business days after Piccoli & Co receives and completes inspection of the returned Product. Processing times may be longer during high-volume periods, holidays, or other circumstances beyond our reasonable control.

9.7 Return Shipping and Risk of Loss

The Customer is solely responsible for all return shipping costs. Piccoli & Co does not provide return shipping labels and does not reimburse return shipping costs as Store Credit or otherwise. Original outbound shipping charges are non-refundable and will not be provided as Store Credit.

Risk of loss during return shipping rests entirely with the Customer until the Products are physically received and accepted at Piccoli & Co’s designated return address. We strongly recommend traceable and insured shipping. Piccoli & Co is not responsible for returns that are lost, damaged, delayed, or misdelivered in transit, and no Store Credit will be issued for returns we do not physically receive.

9.8 International Returns and Customs

International Customers must complete all applicable customs return forms and must select the “Returned Goods” option (or local equivalent) so that the return parcel is not assessed import duties or VAT upon re-entry into the United States. Piccoli & Co will not accept, collect, or pay customs duties, taxes, or import fees on any return parcel. Parcels on which such charges have been assessed will be refused at the port of entry and returned to the Customer by default, at the Customer’s expense, with no Store Credit issued. International import duties, customs fees, VAT, and other charges originally paid by the Customer are non-refundable under any circumstances. International return shipping, including any applicable return duties and brokerage fees, is the sole responsibility of the Customer.

9.9 Refused, Undeliverable, and Unclaimed Shipments

If a Customer fails to collect a package on time, provides an incorrect or incomplete delivery address, refuses delivery, or otherwise causes a package to be returned to Piccoli & Co as undeliverable or unclaimed:

1.        The actual shipping amount Piccoli & Co paid to ship the original order will be deducted from any Store Credit issued, even if the order qualified for free shipping at checkout;

2.        Re-delivery requires payment by the Customer of new shipping costs and any applicable re-delivery fees;

3.        Customs duties, taxes, and import fees paid on the original shipment remain non-refundable.

9.10 Bundle and Multi-Item Returns

If any Product sold as part of a bundle, set, “buy-more-save-more” offer, or multi-item discount is returned, the bundle or multi-item discount is automatically void. Store Credit for the returned items will be calculated against the non-discounted unit price applicable to the retained items, and any resulting difference will be deducted from the Store Credit issued or, at our election, invoiced to the Customer.

9.11 Serial Returns, Wardrobing, and Abuse

Piccoli & Co reserves the right, in its sole discretion, to refuse returns and to suspend, restrict, or terminate the Accounts of Customers whom Piccoli & Co determines, based on return history, order patterns, or other indicia, to be engaged in serial returning, wardrobing (wearing and returning), return fraud, or other abuse of this return policy. Where such conduct is identified, Piccoli & Co may (a) decline future orders from the Customer, (b) refuse to accept further returns, (c) withhold or revoke Store Credit, and (d) pursue any legal or equitable remedy available.

9.12 Breakage and Post-Use Damage

Once a Product has been worn, used, washed, handled beyond reasonable try-on, or placed into service, the Customer assumes full responsibility for its condition and for any subsequent damage. Piccoli & Co will not accept returns, exchanges, or issue Store Credit for Products that break, tear, wear, fade, shrink, stretch, stain, or are otherwise damaged due to wear and tear, accidental damage, improper laundering, improper care, or any cause occurring after delivery.

9.13 Chargebacks and Payment Disputes

Customers agree to contact Piccoli & Co at hello@shoppiccoliandco.com and to work in good faith to resolve any order dispute before initiating a chargeback, payment dispute, or reversal with any bank, card issuer, or payment processor. Initiating a chargeback in violation of this Section, or in circumstances where the Customer has already received the Products substantially as ordered, constitutes a material breach of these Terms. In such cases, Piccoli & Co may (a) immediately suspend or terminate the Customer’s Account and decline future orders, (b) recover the disputed amount, chargeback fees, collection costs, and reasonable attorneys’ fees, (c) submit all transaction evidence to the payment processor in defense of the chargeback, and (d) report the matter to fraud-prevention networks, credit bureaus, and civil or criminal authorities where permitted by law.

9.14 Changes to Return Policy

Piccoli & Co may modify this return policy at any time. The policy in effect at the time an order is placed applies to that order; subsequent modifications do not apply retroactively unless expressly stated.

10. Pre-Orders and Backorders

10.1 Nature of Pre-Orders

Pre-orders and backorders are a core part of the Piccoli & Co business model. When a Customer places a pre-order or backorder (together, a “Pre-Order”), Piccoli & Co does not ship the Product from existing inventory; instead, in direct reliance on the Customer’s Pre-Order, Piccoli & Co places a corresponding production or supply order with a third-party manufacturer, atelier, or supplier that is specific to the Customer’s order and cannot be cancelled, modified, or resold once initiated. The Customer expressly acknowledges and agrees to this reliance.

10.2 Payment

Pre-Order items are paid in full at the time the order is placed. Payment authorizes Piccoli & Co to place the corresponding supplier order immediately.

10.3 Commitment Window and Estimated Ship Dates

At the time a Pre-Order is placed, Piccoli & Co will clearly disclose on the Product title and description an estimated shipping window, which will typically be between thirty (30) and ninety (90) calendar days from the date the Pre-Order is placed (the “Commitment Window”). By placing the Pre-Order, the Customer expressly consents to, and agrees to be bound by, the Commitment Window disclosed at the time of order, and acknowledges that shipment at any point within the Commitment Window satisfies Piccoli & Co’s delivery obligation. The Customer acknowledges that the Commitment Window reflects the realities of made-to-order manufacturing, artisanal production, and international shipping.

10.4 No Customer Cancellation

Once a Pre-Order has been placed by the Customer and Piccoli & Co has placed the corresponding supplier order (which typically occurs within twenty four (24) hours of the Customer’s order), the Pre-Order cannot be cancelled, modified, returned, or exchanged by the Customer for any reason, including change of mind, change in sizing needs, change in occasion, or delay within the Commitment Window. This restriction reflects the Customer’s express consent to Piccoli & Co’s reliance in placing a Customer-specific, non-cancellable supplier order, and is a material term without which Piccoli & Co would not accept Pre-Orders.

10.5 Delay Notice Procedure (FTC Mail/Internet Order Rule Compliance)

Notwithstanding Section 10.4, if Piccoli & Co determines that it will be unable to ship a Pre-Order within the Commitment Window disclosed at checkout, Piccoli & Co will, in compliance with the FTC Mail, Internet, or Telephone Order Merchandise Rule (16 C.F.R. § 435) and comparable state law, send the Customer a written notice that includes (a) a revised estimated ship date and (b) the Customer’s right to either consent to the delay or cancel the Pre-Order for a refund to the original payment method. If the Customer does not respond to the first such notice within the time stated therein, the Customer is deemed to consent to one delay only. Any further delay beyond the revised date requires the Customer’s affirmative written consent. Refunds under this Section 10.5 are issued to the original payment method, not as Store Credit, to the minimum extent required by applicable law.

For the avoidance of doubt, the right to cancel under this Section 10.5 arises only when Piccoli & Co is unable to ship within the Commitment Window, and does not give the Customer a general right to cancel a Pre-Order that is progressing on schedule.

10.6 Failure to Fulfill

If Piccoli & Co, in its sole discretion, ultimately is unable to fulfill a Pre-Order, the Customer’s sole and exclusive remedy shall be, at Piccoli & Co’s election, (a) a refund to the original payment method or (b) Store Credit of equal value, in each case without interest, consequential damages, or additional compensation.

10.7 Final Sale

All Pre-Orders are final sale upon shipment and are not eligible for return, exchange, or Store Credit under Section 9, subject to Section 10.5 (FTC delay rights) and any mandatory consumer-protection law that cannot be waived (including the EU/UK statutory right of withdrawal, which does not apply to made-to-order or customized goods).

10.8 Customer Acknowledgment

By placing a Pre-Order, the Customer expressly acknowledges and agrees: (a) the Product is being produced specifically for the Customer; (b) Piccoli & Co places a non-cancellable supplier order in direct reliance on the Customer’s Pre-Order; (c) the Commitment Window disclosed at checkout is reasonable and agreed; (d) the Customer’s sole delay-related remedy is the FTC-compliant delay notice procedure in Section 10.5; and (e) the Customer has read, understood, and agrees to this Section 10 in its entirety.

11. Promotional Codes and Offers

Promotional codes, discount codes, and special offers are subject to the specific terms communicated at issuance. Unless otherwise expressly stated:

(a)     only one promotional code or offer may be applied per order;

(b)    promotional codes are not combinable with other discounts, sale pricing, bundles, or offers;

(c)     promotional codes may not be applied retroactively to completed orders;

(d)    promotional codes have no cash value and are not redeemable for cash, Store Credit, or account balance;

(e)     promotional codes may be revoked, modified, suspended, or discontinued at any time without notice;

(f)      promotional codes are void where prohibited, taxed, or restricted by law;

(g)     any order benefiting from a promotional discount of twenty percent (20%) or more, or any order otherwise designated as a sale, clearance, outlet, or promotional purchase, is final sale under Section 9.3 and is not eligible for return, exchange, or Store Credit;

(h)    promotional codes are limited to one use per person, per household, per Account, and per payment method unless expressly stated; and

(i)      fraudulent, duplicative, or unauthorized use of a promotional code voids the code and any associated order.

12. Intellectual Property, Copyright, Trademarks, and Designs

12.1 Comprehensive Ownership of All Content and Intellectual Property

All Content and all intellectual property embodied in, associated with, arising from, or depicting Piccoli & Co, the Site, Piccoli & Co’s Products, Piccoli & Co’s social media channels, or Piccoli & Co’s business is the exclusive property of Piccoli & Co LLC or its licensors, and all rights, title, and interest therein are expressly reserved. Without limiting the foregoing, Piccoli & Co’s intellectual property includes:

1.        All Visual Content, namely every photograph, video, still frame, b-roll, reel, short, livestream recording, animation, GIF, illustration, rendering, mood board, mockup, flat lay, lookbook image, lifestyle image, editorial image, campaign image, behind-the-scenes image, studio image, outtake, raw file, and retouched file, whether depicting Products, models, children, adults, sets, locations, flatlays, props, packaging, or otherwise, and whether produced by Piccoli & Co, by commissioned photographers or videographers (in each case pursuant to written work-for-hire or full assignment agreements), or by influencers, creators, or customers whose rights have been assigned or licensed to Piccoli & Co;

2.        All garment and product designs, including silhouettes, cuts, patterns, construction techniques, stitching, seams, embroidery, appliqué, smocking, shirring, pleating, ruching, hemming, trim, hardware, buttons, buckles, zippers, snaps, labels, hangtags, care labels, interior linings, color combinations, colorways, fabric selections, fabric prints, ribbon designs, and bow configurations, whether registered as design patents, copyrights, or protected as unregistered Community design rights, U.K. unregistered design rights, Japanese design rights, trade dress, or under any other body of law;

3.        All written content, including copy, descriptions, product names, collection names, taglines, slogans, headlines, storytelling narratives, blog posts, articles, editorial content, email content, SMS content, social-media posts, captions, hashtags (when originated by Piccoli & Co), influencer briefs, brand guidelines, and any other written works;

4.        All trademarks, trade names, service marks, logos, word marks, design marks, figurative marks, composite marks, product-line names, collection names, trade dress, packaging, hangtags, dust bags, gift wrap, ribbons, stickers, cards, tissue paper, labels, typographic treatments, and distinctive brand elements, whether registered or unregistered, including without limitation the names “Piccoli & Co,” “Piccoli and Co,” “Piccoli & Co.,” “shoppiccoliandco.com,” the “@piccoliandco” and “@shoppiccoliandco” social-media handles, and any stylization, abbreviation, or translation thereof (the “Piccoli Marks”);

5.        All digital assets, including the source and compiled software code of the Site, templates, themes, page layouts, site architecture, information architecture, navigation structures, user-interface designs, user-experience flows, component libraries, icons, cursors, typography choices, color palettes, wireframes, prototypes, animations, micro-interactions, motion graphics, and audio cues;

6.        All databases, compilations, selections, arrangements, and combinations of the foregoing, including product catalogs, size charts, care guides, and customer-facing knowledge bases;

7.        All derivative works, adaptations, translations, localizations, and compilations of any of the foregoing; and

8.        All rights, title, and interest in and to the foregoing, including every copyright, moral right, trademark right, service-mark right, trade-dress right, design-patent right, utility-patent right (where applicable), registered and unregistered design right, database right, trade-secret right, know-how right, publicity and privacy right (to the extent licensed to Piccoli & Co), sui generis right, and related or neighboring right, now existing or hereafter arising, anywhere in the world, in perpetuity and for the full duration of such rights under applicable law, including all rights of renewal, extension, and revival.

The foregoing collectively are the “Piccoli IP.”

12.2 Protection Under U.S. and International Law

The Piccoli IP is protected under the U.S. Copyright Act (17 U.S.C. §§ 101 et seq.), the Lanham Act (15 U.S.C. §§ 1051 et seq.), the Digital Millennium Copyright Act (17 U.S.C. § 512), the Defend Trade Secrets Act (18 U.S.C. § 1836), the Anticybersquatting Consumer Protection Act (15 U.S.C. § 1125(d)), U.S. state and federal unfair-competition, trade-dress, right-of-publicity, and design-protection law (including Florida Statutes Chapter 495 and Florida’s common-law trademark, unfair-competition, and misappropriation doctrines), and, internationally, under the Berne Convention, the Paris Convention, the TRIPS Agreement, the WIPO Copyright Treaty, the WIPO Performances and Phonograms Treaty, the Hague Agreement Concerning the International Registration of Industrial Designs, the Madrid Protocol, and the national copyright, design-right, and trademark laws of every jurisdiction in which the Site is accessible, Products are sold, or Content is distributed. Piccoli & Co actively monitors for and vigorously enforces its intellectual-property rights worldwide.

12.3 Limited License to Access the Site

Piccoli & Co grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site for your personal, non-commercial shopping purposes only. This license is revocable at any time, with or without cause, upon notice or upon any breach of these Terms.

This license does not authorize, and expressly excludes, each of the following, except to the extent expressly permitted by Section 12.5A (Permitted Social Sharing) or Section 25 (DMCA):

1.        Any copying, reproduction, downloading, storing, caching beyond ordinary browser operation, screenshotting, printing, distribution, publication, broadcast, transmission, public display, public performance, or making-available of any Piccoli IP;

2.        Any modification, adaptation, translation, derivative work, compilation, decompilation, disassembly, or reverse engineering of any Piccoli IP;

3.        Any use of any Piccoli IP for commercial purposes, including resale, relisting, dropshipping, comparison shopping, affiliate marketing, paid advertising, sponsored posts, or the operation of any competing or unrelated business, except for the organic influencer and creator use expressly permitted under Section 12.5A;

4.        Any use of any Piccoli IP — including, expressly, any Visual Content, Product image, design, pattern, or written Content — to input into, train, develop, test, evaluate, benchmark, fine-tune, retrieve-augment, embed, index, ground, or otherwise support any artificial-intelligence, machine-learning, large-language-model, generative-AI, diffusion-model, image-generation, voice-cloning, style-transfer, or similar system, dataset, model, or service, whether by the Customer or by any third party. No such use is a “fair use,” is a lawful exception, or is authorized by Piccoli & Co. This exclusion is an express reservation of rights within the meaning of the EU Directive on Copyright in the Digital Single Market (Directive (EU) 2019/790) Article 4, the U.K. text-and-data-mining exception, and any equivalent provision of applicable law, and constitutes a machine-readable and human-readable opt-out;

5.        Any use of any Product image, photograph, video, description, design, or other Piccoli IP in any marketplace listing, resale listing, auction listing, social-commerce listing, or third-party sales channel, whether for Piccoli & Co Products, dupes, replicas, or any other goods;

6.        Any scraping, harvesting, indexing, crawling, extraction, data-mining, or automated collection of any Piccoli IP, including by bots, crawlers, scrapers, headless browsers, or similar automated means, regardless of robots.txt status;

7.        Any removal, obscuring, cropping out, alteration, or falsification of any copyright notice, trademark notice, watermark, embedded metadata (including C2PA provenance data), IPTC caption, EXIF author/copyright fields, signature, credit line, or other proprietary notice;

8.        Any framing, in-line linking, hotlinking, mirroring, or other presentation of Piccoli IP in a manner that suggests affiliation, sponsorship, or endorsement by Piccoli & Co;

9.        Any use that dilutes, tarnishes, disparages, or otherwise harms the distinctive character or reputation of the Piccoli Marks, trade dress, or brand;

10.    Any use of the Piccoli Marks or any confusingly similar mark as a social-media handle, account name, domain name, subdomain, keyword, pay-per-click search term, meta tag, or hashtag campaign identifier; and

11.    Any use that violates any applicable law.

Any use beyond the limited license granted in this Section 12.3 and the limited social-media permission in Section 12.5A requires the prior express written consent of an authorized officer of Piccoli & Co LLC, documented via a signed writing. Silence, non-response, inaction, informal communication (including a “like,” reply, or follow), past tolerance of similar conduct, or a third party’s assertion of permission does not constitute consent.

12.4 Protection of Designs, Garments, and Patterns

The garment designs, silhouettes, cuts, patterns, construction details, embroidery, smocking, pleating, trims, hardware, buttons, colorways, fabric selections, and fabric prints appearing on or embodied in Piccoli & Co Products are original creative and design works protected under U.S. copyright law (as applicable to separable artistic elements under Star Athletica, L.L.C. v. Varsity Brands, Inc., 137 S. Ct. 1002 (2017)), U.S. design-patent and trade-dress law, unregistered design rights in the European Union, the United Kingdom, and other jurisdictions, and other applicable design-protection law.

No person or entity may, without the prior express written authorization of an authorized officer of Piccoli & Co:

(a)     copy, reproduce, manufacture, import, distribute, offer for sale, or sell any garment that is identical or substantially similar to any Piccoli & Co Product;

(b)    commission, procure, or direct the production of any such garment;

(c)     reverse engineer, de-construct, or create patterns, tech packs, specifications, or measurements from any Piccoli & Co Product for the purpose of reproducing, adapting, or imitating it;

(d)    produce, promote, sell, or offer knock-off, counterfeit, replica, “dupe,” look-alike, or imitation goods bearing a confusing resemblance to any Piccoli & Co Product, trade dress, or mark;

(e)     use any Piccoli IP as a reference, style, input, prompt, or training data for any AI-generated apparel, fabric print, or image; or

(f)      file any design, trademark, or copyright application claiming rights in any Piccoli IP or any confusingly similar subject matter.

Purchase of a Product conveys no license to the underlying Piccoli IP. The Customer receives title only to the physical garment acquired.

12.5 Protection of Visual Content (Photographs, Videos, and Imagery)

Visual Content is an original creative work owned by Piccoli & Co LLC and is protected under the U.S. Copyright Act (including the statutory-damages provisions of 17 U.S.C. § 504), the Lanham Act, and applicable international copyright and trademark law. All rights in Visual Content are reserved except as expressly permitted in Section 12.5A.

Without limiting Section 12.3, and except as expressly permitted in Section 12.5A, no person or entity may, without the prior written consent of an authorized officer of Piccoli & Co LLC:

1.        Use Visual Content in any commercial advertising, paid promotion, sponsored content, affiliate link, or endorsement by any party other than Piccoli & Co;

2.        Use Visual Content on any marketplace, resale, auction, social-commerce, or third-party sales channel (including Amazon, eBay, Etsy, Poshmark, The RealReal, Vestiaire Collective, Vinted, Mercari, Depop, TikTok Shop, Instagram Shop not linked to the official Piccoli & Co account, Shopify storefronts other than shoppiccoliandco.com, or any similar platform), whether for Piccoli & Co Products or for any competing, counterfeit, or unrelated goods;

3.        Use Visual Content to input into, train, develop, fine-tune, benchmark, or otherwise support any artificial-intelligence, machine-learning, large-language-model, generative-AI, diffusion-model, or similar system, dataset, or service (reaffirming the prohibition in Section 12.3(4));

4.        Remove, crop out, obscure, blur, alter, or falsify any watermark, copyright notice, trademark, signature, credit line, embedded metadata (including C2PA, IPTC, or EXIF data), or other proprietary marking;

5.        Materially modify, retouch, restyle, filter, reshoot, or create derivative works from Visual Content in a manner that (a) misrepresents the Products, (b) implies an endorsement or partnership that does not exist, (c) presents Visual Content in a false, misleading, defamatory, or disparaging context, or (d) depicts the Visual Content in association with sexually explicit, violent, hateful, or unlawful content;

6.        Scrape, harvest, crawl, mass-download, or otherwise collect Visual Content by automated means;

7.        Frame, hotlink, in-line link, or mirror Visual Content in a manner that falsely suggests affiliation with or sponsorship by Piccoli & Co;

8.        Use Visual Content in a manner that dilutes, tarnishes, or otherwise harms the distinctive character or reputation of the Piccoli & Co brand, Piccoli Marks, or trade dress; or

9.        Use Visual Content in any manner that violates applicable law.

12.5A Permitted Personal Social-Media Sharing and Organic Influencer/Creator Use

Piccoli & Co welcomes customers, fans, and content creators who wish to share our Visual Content and promote our Products on social media. Notwithstanding anything in Sections 12.3 or 12.5 to the contrary, Piccoli & Co grants a limited, revocable, non-exclusive, non-transferable, royalty-free license to reproduce, repost, share, embed, and display unmodified Visual Content on personal and creator-owned social-media accounts (including, without limitation, Instagram, TikTok, Facebook, Pinterest, YouTube, Threads, X/Twitter, Snapchat, LinkedIn, Lemon8, and blog or newsletter formats), including in organic influencer and creator content, subject in each case to all of the following conditions (collectively, the “Sharing Conditions”):

1.        Attribution. The post must include a clear and visible credit to Piccoli & Co by at least one of the following: (a) a tag or @-mention of Piccoli & Co’s official account on the platform on which the post appears; (b) a link to shoppiccoliandco.com; or (c) a written credit reading “Piccoli & Co” or “@piccoliandco” in the visible caption or as on-image text.

2.        No watermark removal or alteration. All watermarks, logos, trademarks, embedded metadata, and proprietary notices must remain intact and unobscured. Visual Content must be shared unmodified except for standard platform crops, filters, and text overlays that do not obscure or alter the foregoing.

3.        No implied official endorsement. Posts must not state or imply that the poster is an official representative, ambassador, spokesperson, affiliate, or authorized agent of Piccoli & Co unless a separate written agreement to that effect is in force.

4.        No competing or disparaging use. Visual Content may not be used (a) to promote, advertise, or sell any good or service that competes with Piccoli & Co Products, (b) in a manner that is defamatory, disparaging, offensive, sexually explicit, violent, hateful, unlawful, or otherwise harmful to the Piccoli & Co brand, children depicted, or the Piccoli & Co team, or (c) in connection with any platform, account, or channel whose primary purpose is the sale or promotion of counterfeit, replica, “dupe,” or knock-off goods.

5.        No resale channels. The permission granted in this Section 12.5A does not extend to marketplace, resale, auction, social-commerce, or third-party sales listings, and the prohibition in Section 12.5 continues to apply without limitation.

6.        Compliance with platform rules and law. All use must comply with the terms of service of the applicable platform; the Federal Trade Commission’s Endorsement Guides (16 C.F.R. Part 255), including conspicuous disclosure of any material connection; and equivalent foreign disclosure rules (including the UK CAP Code, the UK Advertising Standards Authority guidance, the EU Unfair Commercial Practices Directive, the EU Digital Services Act, and applicable local influencer laws).

7.        Child-safety and depicted-person compliance. The sharer must not identify by name, school, location, or other identifying information any child depicted in the Visual Content beyond what is shown in the original post, and must not share Visual Content in any manner that exploits, sexualizes, or endangers a depicted child. Piccoli & Co, as steward of the likeness licenses it has obtained, reserves the right to revoke permission immediately for any use inconsistent with this paragraph.

8.        Revocability. The permission granted in this Section 12.5A is revocable at Piccoli & Co’s sole discretion at any time, with or without cause, by written or electronic notice (including a direct message on the relevant platform or an email to the account holder). Upon receipt of such notice, the recipient must promptly (and in any event within seventy-two (72) hours) remove the affected Visual Content from all channels under the recipient’s control.

9.        No transfer; no sublicense. The permission granted in this Section 12.5A is personal to the sharer and may not be sublicensed, assigned, syndicated, or transferred. Licensed content-repurposing networks, clipping services, press aggregators, and third-party media-syndication platforms are not permitted users under this Section 12.5A.

10.    Trademark, likeness, and model rights not waived. Nothing in this Section 12.5A grants any right to use the Piccoli Marks as an account handle, page title, domain name, paid-search keyword, hashtag campaign, product identifier, or brand name, nor any right to use the likeness of any model, child, or third party depicted in the Visual Content for any purpose beyond the specific permitted repost. Those rights remain governed by Sections 12.6 and 12.7.

11.    Effect of breach. Any use of Visual Content that does not satisfy each of the Sharing Conditions is unlicensed and constitutes an infringing use subject to the full restrictions of Sections 12.3 and 12.5 and the enforcement remedies of Section 12.8, regardless of whether the user subjectively believed the use was permitted.

12.5B User Reposts of Their Own Content Featuring Products

Nothing in this Section 12 restricts a Customer from posting the Customer’s own original photographs or videos that depict a Piccoli & Co Product worn or used by the Customer or the Customer’s family, provided the Customer owns or has the right to post such content.

12.6 Trademark Notice

“Piccoli & Co®,” the Piccoli & Co logo, any stylized variants thereof, the trade dress of Piccoli & Co packaging and presentation, and all associated collection names, taglines, and design marks are trademarks of Piccoli & Co LLC, whether or not accompanied by the ® or ™ symbol in any particular instance. All unauthorized use of the Piccoli Marks, or of any mark confusingly similar thereto, is strictly prohibited and may constitute trademark infringement, counterfeiting, false designation of origin, unfair competition, cybersquatting, or dilution under the Lanham Act, state law, and international law. Third-party trademarks appearing on the Site are the property of their respective owners and are used only for identification purposes; no affiliation, sponsorship, or endorsement is implied.

12.7 Model, Talent, and Third-Party Likeness Rights

Photographs and videos on the Site may depict models, talent, children, family members, and other persons whose likeness rights have been licensed to Piccoli & Co exclusively for Piccoli & Co’s own use and for the limited social-sharing permission granted in Section 12.5A. No license to use any such likeness is granted to Customers for any other purpose. No third party is authorized to use, reproduce, distribute, or exploit any likeness appearing on the Site for any commercial, promotional, editorial, AI-training, or derivative purpose. Any unauthorized use may violate the subject’s right of publicity, the subject’s right of privacy, COPPA, state child-likeness laws, and Piccoli & Co’s contractual rights.

12.8 Enforcement and Remedies

Piccoli & Co will vigorously enforce its intellectual-property rights. Any violation of Sections 12.1 through 12.7 (or of the Sharing Conditions in Section 12.5A) may cause Piccoli & Co irreparable harm for which monetary damages would be inadequate. Accordingly, Piccoli & Co shall be entitled to seek, without the requirement of posting bond or proving actual damages, temporary, preliminary, and permanent injunctive relief, specific performance, and any other equitable remedy, in addition to all other remedies available at law or in equity, including without limitation:

1.        All actual damages, lost profits, unjust enrichment, and disgorgement of the infringer’s profits;

2.        Statutory damages, including up to $150,000 per work infringed for willful copyright infringement under 17 U.S.C. § 504(c), statutory damages under the Lanham Act (including the counterfeit-mark multipliers under 15 U.S.C. § 1117(c) up to $2,000,000 per counterfeit mark per type of goods), and treble damages and attorneys’ fees under 15 U.S.C. § 1117(b) for intentional use of a counterfeit mark;

3.        Recovery of reasonable attorneys’ fees, expert fees, investigative costs, take-down costs, and court costs;

4.        Seizure, impoundment, and destruction of infringing goods, molds, tech packs, patterns, plates, and any other instrument of infringement under 17 U.S.C. § 503 and 15 U.S.C. § 1116;

5.        Referral to U.S. Customs and Border Protection (including recordation of marks and copyrights), marketplace operators (Amazon Brand Registry, eBay VeRO, Etsy IP program, Shopify DMCA, Meta IP portal, TikTok IPPRO, Pinterest, etc.), payment processors, hosting providers, domain registrars, social-media platforms, and civil or criminal law-enforcement authorities (including under 18 U.S.C. § 2320 criminal counterfeiting); and

6.        Any and all other remedies available under applicable U.S. or international law.

No cure period is required before Piccoli & Co may pursue injunctive relief for intellectual-property violations.

12.9 Feedback and Unsolicited Submissions

Any feedback, suggestions, ideas, proposals, sketches, or other submissions you provide to Piccoli & Co regarding the Site, any Product, or Piccoli & Co’s business (separate from User Content governed by Section 13) are deemed non-confidential and non-proprietary and become the exclusive property of Piccoli & Co, which may use, copy, modify, distribute, and exploit them for any purpose without restriction, attribution, or compensation to you. You hereby irrevocably assign to Piccoli & Co all rights, title, and interest in such submissions and waive any moral rights therein.

12.10 Reservation of Rights; No Implied Licenses

All rights not expressly granted in these Terms are reserved by Piccoli & Co. No implied licenses are granted under any theory, including estoppel, exhaustion, acquiescence, laches, course of dealing, course of performance, custom, or otherwise. Piccoli & Co’s failure or delay to enforce any intellectual-property right in any instance shall not be construed as a waiver of that right or any other right.

12.11 Blanket AI / Text-and-Data-Mining Opt-Out

Piccoli & Co expressly reserves all rights in and to the Piccoli IP against any use for artificial-intelligence or machine-learning training, fine-tuning, retrieval-augmentation, benchmarking, or generative purposes. This reservation is intended to constitute (a) an express opt-out within the meaning of Article 4(3) of EU Directive 2019/790 on Copyright in the Digital Single Market, (b) a “rights reservation” for the purposes of the United Kingdom’s text-and-data-mining framework, (c) an express prohibition for the purposes of any U.S. or international fair-use or fair-dealing analysis, and (d) a machine-readable and human-readable denial of permission for the purposes of any AI-training, crawler, or scraper “honor the signal” protocol (including robots.txt, meta tags, TDM Reservation Protocol (TDMRep), IETF AI Preferences, ai.txt, C2PA “do not train” signals, and any successor standard). Piccoli & Co additionally publishes machine-readable opt-out signals on the Site; the absence, malfunction, or non-detection of such a signal does not waive, limit, or modify the opt-out stated in this Section.

13. User Content and License Grant

13.1 By submitting User Content to the Site or to a Piccoli & Co-controlled channel (including reviews, ratings, comments, photographs, videos, questions, tagged social posts, and messages), you grant Piccoli & Co a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive, transferable, and sublicensable license to use, reproduce, modify, adapt, translate, create derivative works from, publish, distribute, publicly display, publicly perform, repost, incorporate into advertising, and otherwise exploit such User Content in any and all media now known or later developed, for any purpose (including advertising, marketing, training of Piccoli & Co’s own models, and promotion), without attribution or compensation to you. Where permitted by law, you waive any moral rights and any right of publicity or privacy with respect to such User Content.

13.2 You represent and warrant that: (a) you own or have the necessary rights, licenses, consents, and releases to the User Content, including written consent from any identifiable person depicted and from parents/guardians of any depicted minor; (b) the User Content does not infringe any third-party copyright, trademark, right of publicity, right of privacy, or other right; (c) the User Content is truthful and not materially misleading; (d) the User Content complies with the FTC Endorsement Guides (16 C.F.R. Part 255), including disclosure of any material connection to Piccoli & Co; and (e) the User Content complies with these Terms and applicable law.

13.3 We may remove, refuse, edit, or decline to publish User Content at our sole discretion, without notice, and without liability. We are not obligated to monitor User Content but may do so.

13.4 You acknowledge that User Content does not reflect the views or opinions of Piccoli & Co.

14. Prohibited Uses and Unauthorized Resale

14.1 Prohibited Uses. You agree not to use the Site, any Piccoli IP, or any Product for any unlawful or prohibited purpose, including without limitation:

(a)     violating any applicable law, regulation, or court order;

(b)    infringing any intellectual-property, publicity, privacy, or contractual right;

(c)     transmitting viruses, malware, ransomware, or any other harmful code;

(d)    attempting to gain unauthorized access to the Site, other user accounts, or any Piccoli & Co system or data (including through credential-stuffing, brute-forcing, or penetration-testing without written authorization);

(e)     interfering with or disrupting the operation of the Site, the servers or networks connected to it, or any other user’s enjoyment of the Site;

(f)      engaging in fraud, identity theft, payment fraud, gift-card fraud, or promotional-code abuse;

(g)     harvesting or collecting personal information about other users, models, children, or staff;

(h)    impersonating any person or entity or misrepresenting your affiliation;

(i)      harassing, threatening, doxxing, or abusing any person;

(j)      using bots, scrapers, crawlers, headless browsers, or other automated means to access the Site except where expressly permitted in writing; or

(k)    using the Site or any Piccoli IP to train, fine-tune, benchmark, or support any AI/ML system (see Sections 12.3(4) and 12.11).

14.2 No Resale. Products purchased from the Site are intended for personal, household use only. Unauthorized commercial resale, reshipment for resale, bulk purchasing for resale, distribution through unauthorized channels, or listing on any marketplace or resale platform is strictly prohibited, and may result in order cancellation, Account termination, refusal of future orders, seizure of inventory from unauthorized resellers through marketplace IP programs, and legal action for trademark infringement, tortious interference, unfair competition, and all resulting damages.

15. Third-Party Links and Services

The Site may contain links to, or integrate with, third-party websites, applications, and services, including payment processors, shipping carriers, social-media platforms, analytics providers, reviews platforms, and subscription/loyalty tools. We do not control and are not responsible for the content, policies, practices, security, or availability of any third party. Your interactions with third parties are solely between you and the third party and are governed by their terms and policies. Inclusion of a third-party link does not constitute endorsement.

16. Disclaimer of Warranties

THE SITE, ALL CONTENT, AND ALL PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. PICCOLI & CO EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

PICCOLI & CO DOES NOT WARRANT THAT (A) THE SITE WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE; (B) DEFECTS WILL BE CORRECTED; (C) THE SITE IS FREE OF VIRUSES OR HARMFUL COMPONENTS; (D) PRODUCT DESCRIPTIONS, PRICING, AVAILABILITY, OR OTHER INFORMATION IS ACCURATE, COMPLETE, OR CURRENT; OR (E) ANY PRODUCT WILL MEET THE CUSTOMER’S EXPECTATIONS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PICCOLI & CO OR THROUGH THE SITE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the foregoing exclusions apply to the fullest extent permitted by law, and any implied warranties that cannot be excluded are limited in duration to the shortest period permitted by law.

17. Limitation of Liability

17.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PICCOLI & CO, ITS OFFICERS, DIRECTORS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, CONTRACTORS, AFFILIATES, SUPPLIERS, LICENSORS, OR PAYMENT PROCESSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SITE, THE PRODUCTS, THE PICCOLI IP, OR THESE TERMS, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF PICCOLI & CO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17.2 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PICCOLI & CO’S TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO THE SITE, THE PRODUCTS, THE PICCOLI IP, OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT YOU PAID TO PICCOLI & CO FOR THE PRODUCT GIVING RISE TO THE CLAIM IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100.00).

17.3 The limitations in this Section apply regardless of the legal theory, even if a limited remedy fails of its essential purpose, and shall survive termination of these Terms.

17.4 Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such jurisdictions, Piccoli & Co’s liability is limited to the minimum amount permitted by law. Nothing in these Terms limits liability for (a) gross negligence, (b) intentional misconduct, (c) fraud, (d) death or personal injury caused by negligence where such limitation is prohibited, or (e) any other liability that cannot lawfully be limited or excluded.

17.5 The parties agree that this Section is an essential part of the bargain and that Piccoli & Co would not provide the Site or Products on the current terms absent this allocation of risk.

18. Indemnification

You agree to defend, indemnify, and hold harmless Piccoli & Co and its officers, directors, members, managers, employees, agents, contractors, affiliates, suppliers, and licensors (the “Indemnitees”) from and against any and all claims, demands, actions, proceedings, losses, liabilities, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees, expert fees, and court costs) arising out of or relating to:

(a)     your access to or use of the Site or any Piccoli IP;

(b)    your violation of these Terms;

(c)     your User Content;

(d)    your infringement or misappropriation of any intellectual-property, publicity, privacy, or contractual right of any third party;

(e)     your violation of any applicable law (including the FTC Endorsement Guides, COPPA, consumer-protection law, export-control, and sanctions law);

(f)      any misrepresentation made by you;

(g)     any dispute between you and a third party (including another Customer, an influencer, a platform, or a bank) arising from or relating to your use of the Site or any Product; or

(h)    any unauthorized use of your Account.

Piccoli & Co reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate fully with Piccoli & Co’s defense. You may not settle any matter without Piccoli & Co’s prior written consent. This indemnification obligation survives termination of these Terms.

19. Binding Individual Arbitration; Class-Action and Jury-Trial Waiver

PLEASE READ THIS SECTION CAREFULLY. IT LIMITS THE MANNER IN WHICH YOU MAY SEEK RELIEF AND REQUIRES INDIVIDUAL ARBITRATION RATHER THAN JURY TRIALS OR CLASS ACTIONS.

19.1 Agreement to Arbitrate

You and Piccoli & Co agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Site, any Products, the Piccoli IP, or the relationship between you and Piccoli & Co (a “Dispute”), including the scope, validity, or enforceability of this Section 19, shall be resolved exclusively through final and binding individual arbitration, except as set forth in Section 19.5. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16.

19.2 Pre-Dispute Informal Resolution

Before initiating arbitration, the initiating party must first send a written Notice of Dispute to the other party describing the nature and basis of the claim and the specific relief sought. Notices to Piccoli & Co must be sent to legal@shoppiccoliandco.com. The parties shall attempt in good faith to resolve the Dispute informally for sixty (60) days before filing any arbitration or court proceeding. The statute of limitations and any filing-fee deadlines will be tolled during this 60-day period.

19.3 Arbitration Rules and Forum

Arbitration shall be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules then in effect (available at www.adr.org). A single neutral arbitrator shall be selected in accordance with AAA rules. The arbitration shall be conducted in Broward County, Florida, or, at your election, by telephone, video conference, or on the basis of written submissions. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator has authority to grant any remedy that would be available in court on an individual basis only, subject to the limitations in these Terms.

19.4 Class-Action and Jury-Trial Waiver

YOU AND PICCOLI & CO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING. YOU AND PICCOLI & CO WAIVE ANY RIGHT TO A JURY TRIAL.

19.5 Mass-Arbitration Protocol

If twenty-five (25) or more similar Notices of Dispute are filed against Piccoli & Co by or with the coordination of the same law firm or group of law firms within a 120-day period (“Mass Arbitration”), the parties agree that the AAA’s Mass Arbitration Supplementary Rules (or any successor rules) shall apply, including the batching, bellwether, and fee-allocation provisions. If the AAA declines to administer the Mass Arbitration under such rules, the parties shall select a mutually acceptable alternative administrator; failing agreement, each side will designate ten (10) bellwether cases for initial adjudication before further cases proceed.

19.6 Opt-Out Right

You may opt out of this Section 19 by sending written notice of your decision to opt out to legal@shoppiccoliandco.com within thirty (30) days of the earlier of (a) your first Acceptance Event or (b) the effective date of a material amendment to this Section 19 that increases your obligations. Your notice must include your full name, mailing address, email address, the Account or order number (if any), and a clear statement that you wish to opt out of the arbitration agreement. Opting out does not affect any other provision of these Terms. If you opt out, then Section 20 (Governing Law and Venue) governs resolution of Disputes in court.

19.7 Exceptions

Notwithstanding the foregoing, either party may (a) bring an individual action in small-claims court for any matter within that court’s jurisdiction; (b) seek injunctive or other equitable relief in any court of competent jurisdiction to prevent infringement of intellectual-property rights, misappropriation of trade secrets, or breaches of confidentiality (including all matters arising under Section 12); and (c) pursue any claim that is expressly non-arbitrable under applicable law.

19.8 Costs

The allocation of arbitration fees shall be governed by the AAA Consumer Arbitration Rules. If the arbitrator finds that your claims are not frivolous, Piccoli & Co will pay all AAA filing, administrative, and arbitrator fees to the extent required by AAA rules and applicable law.

19.9 Severability of Arbitration Provisions

If the class-action waiver in Section 19.4 is found unenforceable with respect to any particular claim, then that specific claim shall be severed from arbitration and proceed in the court identified in Section 20, while all other claims shall proceed in individual arbitration. If any other portion of this Section 19 is found unenforceable, the remainder shall remain in effect. However, if the class-action waiver is held unenforceable as to a claim seeking public injunctive relief, then that particular claim (and only that claim) shall be severed to court, and the remaining claims shall proceed in individual arbitration.

20. Governing Law and Venue

These Terms and any Dispute arising out of or relating to them, the Site, the Piccoli IP, or any Product shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict-of-laws principles, and, where applicable, the Federal Arbitration Act, the U.S. Copyright Act, the Lanham Act, and other federal law. Subject to Section 19, the parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida, for any action not subject to arbitration, and waive any objection based on inconvenient forum or lack of personal jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.

21. Electronic Communications and Consent to Contact

21.1 You consent to receive communications from us electronically, including via email, SMS, push notifications, and Site postings. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing, and you consent to the use of electronic signatures under the E-SIGN Act (15 U.S.C. §§ 7001 et seq.) and Florida’s Uniform Electronic Transaction Act.

21.2 By providing your phone number or opting in to text messaging, you consent to receive transactional and, if separately elected, marketing text messages from Piccoli & Co, which may be delivered by automated dialing systems. Message and data rates may apply. Consent to marketing messages is not a condition of purchase. You may opt out of marketing messages at any time by replying STOP. You may receive a confirmation message. Frequency varies. For help, reply HELP. See our Privacy Policy and the separate SMS Terms (if posted) for additional detail. This paragraph is intended to satisfy the Telephone Consumer Protection Act (TCPA) and the Florida Telephone Solicitation Act (F.S. § 501.059).

22. Privacy

Our collection, use, and disclosure of personal information is governed by our Privacy Policy, which is incorporated by reference into these Terms. By using the Site, you consent to the data practices described in the Privacy Policy. Residents of California, Colorado, Connecticut, Virginia, Utah, Texas, Oregon, and other states with comprehensive privacy laws, and residents of the EEA, UK, and Switzerland, have specific rights described in the Privacy Policy.

23. Children’s Use

The Site is intended for use by adults purchasing on behalf of children. We do not knowingly collect personal information from children under thirteen (13), in accordance with the Children’s Online Privacy Protection Act (“COPPA”), 15 U.S.C. §§ 6501 et seq. If we learn that we have inadvertently collected such information, we will delete it. Parents or guardians who believe a child under 13 has provided us with personal information may contact us at privacy@shoppiccoliandco.com.

24. Accessibility

Piccoli & Co is committed to making the Site accessible to all users. We work toward conformance with the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA where reasonably feasible. If you encounter any accessibility barrier, please contact accessibility@shoppiccoliandco.com so we may assist you and address the issue. This Section does not create any waiver of rights or remedies under the Americans with Disabilities Act.

25. DMCA Copyright Policy

Piccoli & Co respects the intellectual property of others and expects users to do the same.

25.1 Notices of Infringement

If you believe any Content on the Site infringes your copyright, please send a notice to our Designated Agent containing all information required by 17 U.S.C. § 512(c)(3):

1.        Identification of the copyrighted work claimed to be infringed;

2.        Identification of the allegedly infringing material, with sufficient detail to permit us to locate it;

3.        Your contact information (name, address, telephone, email);

4.        A statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent, or the law;

5.        A statement, under penalty of perjury, that the information in the notice is accurate and that you are the owner of, or authorized to act on behalf of the owner of, the exclusive right allegedly infringed; and

6.        Your physical or electronic signature.

Designated Agent: Piccoli & Co LLC, DMCA Agent, dmca@shoppiccoliandco.com.

25.2 Counter-Notices

If you believe material that was removed in response to a DMCA notice was removed in error, you may submit a counter-notice containing the information required by 17 U.S.C. § 512(g)(3) to the same address.

25.3 Repeat Infringers

We will terminate, in appropriate circumstances, the Accounts of users who are determined to be repeat infringers.

25.4 Misrepresentations

Knowingly materially misrepresenting that material is infringing, or that material was removed or disabled by mistake or misidentification, may subject the submitter to liability under 17 U.S.C. § 512(f).

26. Force Majeure

Piccoli & Co shall not be liable for any delay or failure in performance caused by events beyond our reasonable control, including acts of God, natural disasters (including hurricanes, floods, and wildfires), fire, pandemic or epidemic, war, terrorism, civil unrest, riot, government action or restriction, embargo, sanctions, labor disputes, supply-chain disruption, shortage of materials, carrier failure, postal or customs delays, power or telecommunications outages, internet or cloud-provider outages (including Shopify, AWS, Cloudflare, and similar), cyberattack, or third-party service failures.

27. Time Limit for Claims

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE, THE PICCOLI IP, OR ANY PRODUCT MUST BE COMMENCED WITHIN 3 MONTHS AFTER THE CLAIM OR CAUSE OF ACTION ACCRUES, OR IT IS PERMANENTLY BARRED, except where such shortening is not permitted by applicable law, in which case the shortest period permitted by law applies.

28. Export Controls and Sanctions

The Site, the Products, and the Piccoli IP may be subject to U.S. and other export-control and sanctions laws, including the Export Administration Regulations and regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC). You agree to comply with all such laws and represent that you are not located in, under the control of, or a national or resident of any country or on any list to which such export or provision is prohibited. You will not use the Site, the Products, or the Piccoli IP in violation of any such law.

29. Changes to These Terms

We reserve the right to modify these Terms at any time. Material changes will be (a) posted on the Site with an updated “Effective Date,” (b) accompanied by a summary of material changes at the top of these Terms for at least thirty (30) days, and (c) where appropriate, communicated by email to Account holders or by other reasonable means. Your continued use of the Site after the Effective Date, or your placement of an order after the Effective Date, constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Site. Material changes to Section 19 will be prospective only and will not apply to any Dispute that accrued before the Effective Date of the change, and you may opt out of such changes under Section 19.6.

30. Termination

Piccoli & Co may suspend or terminate your access to the Site, your Account, or your ability to place orders at any time, with or without notice, for any reason, including violation of these Terms, suspected fraud, abuse of the return policy, chargeback activity, IP infringement, or any conduct Piccoli & Co determines to be harmful to Piccoli & Co, the Site, other users, or any depicted child or model. Upon termination, your right to use the Site ceases immediately. Provisions of these Terms that by their nature should survive termination shall so survive, including without limitation Sections 2, 5.3, 7, 8.2, 9, 10, 11, 12, 13, 14, 16, 17, 18, 19, 20, 27, 28, 30, and 31.

31. Miscellaneous

31.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies expressly incorporated by reference, constitute the entire agreement between you and Piccoli & Co regarding the subject matter hereof and supersede all prior or contemporaneous understandings, communications, and agreements, whether oral or written.

31.2 Severability. If any provision is held invalid or unenforceable by a court or arbitrator of competent jurisdiction, the remaining provisions shall remain in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties’ original intent. If modification is not possible, the provision shall be severed.

31.3 No Waiver. Our failure or delay to enforce any provision is not a waiver of that provision or of any other provision. No waiver is effective unless in a signed writing from an authorized officer of Piccoli & Co.

31.4 Assignment. You may not assign or transfer these Terms or any rights or obligations hereunder, by operation of law or otherwise, without our prior written consent, and any purported assignment without such consent is void. We may assign, delegate, or transfer these Terms and any rights or obligations hereunder freely, including in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all assets, without notice.

31.5 No Third-Party Beneficiaries. Except for the Indemnitees (who are express third-party beneficiaries of Sections 12, 16, 17, and 18), these Terms do not create any third-party beneficiary rights.

31.6 Relationship. Nothing in these Terms creates a partnership, joint venture, agency, franchise, or employment relationship between you and Piccoli & Co. Neither party has authority to bind the other.

31.7 Headings. Headings and captions are for convenience only and do not affect interpretation.

31.8 Construction. The word “including” means “including without limitation.” Words in the singular include the plural and vice versa. References to statutes include successor statutes. Ambiguities shall not be construed against the drafter.

31.9 Notices to You. We may provide notices to you by posting on the Site, by email to the address associated with your Account, or by SMS to the phone number on file. Such notice is effective upon transmission or posting.

31.10 Notices to Us. Legal notices to Piccoli & Co must be sent to legal@shoppiccoliandco.com and, for formal service of process, to Piccoli & Co LLC’s registered agent on file with the Florida Department of State, Division of Corporations.

31.11 Language; Translations. These Terms are drafted in English. Any translation is provided for convenience only; the English version controls in all respects in case of conflict or ambiguity.

31.12 Export of Terms. If you access the Site from outside the United States, you are responsible for compliance with local law. We make no representation that the Site or the Products are appropriate or available in all locations.

31.13 Equitable Relief. The parties acknowledge that a breach of Sections 4, 12, 13, 14, or 28 may cause irreparable harm for which monetary damages are inadequate, and the non-breaching party is entitled to seek injunctive or other equitable relief without bond and without any requirement to prove actual damages, in addition to any other remedy.

31.14 Attorneys’ Fees. In any action or proceeding to enforce these Terms (subject to Section 19), the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, investigative costs, and court costs, to the fullest extent permitted by law.

31.15 Counterparts and Electronic Acceptance. Acceptance of these Terms by clickwrap, Acceptance Event, or electronic signature has the same legal effect as a handwritten signature.

32. Contact

Piccoli & Co LLC Florida, United States

General: hello@shoppiccoliandco.com
Legal: legal@shoppiccoliandco.com
Privacy: privacy@shoppiccoliandco.com
DMCA: dmca@shoppiccoliandco.com
Accessibility: accessibility@shoppiccoliandco.com
Intellectual Property / Anti-Counterfeiting: ip@shoppiccoliandco.com
Public Relations: pr@shoppiccoliandco.com

Acknowledgment

By clicking “I agree,” creating an Account, placing an order, or otherwise using the Site, you acknowledge that you have read these Terms, that you understand them, and that you agree to be bound by them, including:

•          the binding individual arbitration agreement, class-action waiver, and jury-trial waiver in Section 19;

•          the returns, Store-Credit-only, and final-sale policies in Section 9;

•          the intellectual-property restrictions, AI/TDM opt-out, and enforcement remedies in Section 12;

•          the limitation of liability in Section 17 and the one-year limitations period in Section 27;

•          the Florida governing law and Broward County venue in Section 20; and

•          the indemnification obligations in Section 18.

End of Terms of Service — Piccoli & Co LLC — Version 2.8 — Effective April 23, 2026